Exhibit
10.1


 


 


SUPPLEMENTAL INDENTURE NO. 14


 


by and between


 


HRPT PROPERTIES TRUST


 


and


 


U.S. BANK NATIONAL
ASSOCIATION


 


as of August 5, 2004


 


 


SUPPLEMENTAL TO THE
INDENTURE DATED AS OF JULY 9, 1997


 


 












 


HRPT PROPERTIES TRUST


 


6 1⁄4% Senior
Notes due August 15, 2016


 












 

















 


This
SUPPLEMENTAL INDENTURE NO. 14 (this “Supplemental Indenture”) made and entered
into as of August 5, 2004 between HRPT PROPERTIES TRUST, a Maryland real estate
investment trust (the “Company”), and U.S.
BANK NATIONAL ASSOCIATION, a national banking association (as successor to
State Street Bank and Trust Company in its capacity as Trustee), as Trustee
(the “Trustee”),


 


WITNESSETH THAT:


 


WHEREAS, the
Company and the Trustee are parties to an Indenture, dated as of July 9, 1997
(the “Indenture”), relating to the Company’s issuance, from time to time, of
various series of debt securities; 


 


WHEREAS, the
Company has determined to issue debt securities known as its 6 1⁄4% Senior Notes
due August 15, 2016; and


 


WHEREAS, the
Indenture provides that certain terms and conditions for each series of debt
securities issued by the Company thereunder may be set forth in an indenture
supplemental to the Indenture;


 


NOW,
THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:


 


ARTICLE
1



DEFINED TERMS


 


Section 1.1             The following definitions supplement, and, to the extent
inconsistent with, replace the definitions in Section 101 of the Indenture:


 


“Acquired
Debt” means Debt of a Person or entity (i) existing at the time such Person or
entity becomes a Subsidiary or (ii) assumed in connection with the acquisition
of assets from such Person or entity, in each case, other than Debt incurred in
connection with, or in contemplation of, such Person or entity becoming a
Subsidiary or such acquisition. 
Acquired Debt shall be deemed to be incurred on the date of the related
acquisition of assets from any Person or entity or the date the acquired Person
or entity becomes a Subsidiary.


 


“Annual Debt
Service” as of any date means the maximum amount which is expensed in any 12-month
period for interest on Debt of the Company and its Subsidiaries.


 


“Business Day”
means any day other than a Saturday or Sunday or a day on which banking
institutions in the City of New York or in the city in which the Corporate
Trust Office of the Trustee is located, are required or authorized to close.


 


“Capital
Stock” means, with respect to any Person, any capital stock (including
preferred stock), shares, interests, participation or other ownership interests
(however designated) of such Person and any rights (other than debt securities
convertible into or exchangeable for capital stock), warrants or options to
purchase any thereof.


 

















 


“Consolidated
Income Available for Debt Service” for any period means Earnings from
Operations of the Company and its Subsidiaries plus amounts which have been
deducted, and minus amounts which have been added, for the following (without
duplication): (i) interest on Debt of the Company and its Subsidiaries, (ii)
provision for taxes of the Company and its Subsidiaries based on income, (iii)
amortization of debt discount and deferred financing costs, (iv) provisions for
gains and losses on properties and property, depreciation and amortization, (v)
the effect of any noncash charge resulting from a change in accounting
principles in determining Earnings from Operations for such period and (vi)
amortization of deferred charges.


 


“Corporate
Trust Office” means the corporate trust office of the Trustee which it
designates as the office at which the agreement in question will be
administered (which it may change by notice from time to time), presently
located at One Federal Street, 3rd Floor, Boston, Massachusetts 02110.


 


“Debt” of the
Company or any Subsidiary means, without duplication, any indebtedness of the
Company or any Subsidiary, whether or not contingent, in respect of (i)
borrowed money or evidenced by bonds, notes, debentures or similar instruments,
(ii) indebtedness for borrowed money secured by any Encumbrance existing on
property owned by the Company or any Subsidiary, to the extent of the lesser of
(x) the amount of indebtedness so secured and (y) the fair market value of the
property subject to such Encumbrance, (iii) the reimbursement obligations,
contingent or otherwise, in connection with any letters of credit actually
issued (other than letters of credit issued to provide credit enhancement or
support with respect to other indebtedness of the Company or any Subsidiary
otherwise reflected as Debt hereunder) or amounts representing the balance
deferred and unpaid of the purchase price of any property or services, except
any such balance that constitutes an accrued expense or trade payable, or all
conditional sale obligations or obligations under any title retention
agreement, (iv) the principal amount of all obligations of the Company or any
Subsidiary with respect to redemption, repayment or other repurchase of any
Disqualified Stock, or (v) any lease of property by the Company or any
Subsidiary as lessee which is reflected on the Company’s consolidated balance
sheet as a capitalized lease in accordance with GAAP, to the extent, in the
case of items of indebtedness under (i) through (iii) above, that any such
items (other than letters of credit) would appear as a liability on the
Company’s consolidated balance sheet in accordance with GAAP, and also
includes, to the extent not otherwise included, any obligation by the Company
or any Subsidiary to be liable for, or to pay, as obligor, guarantor or
otherwise (other than for purposes of collection in the ordinary course of
business), Debt of another Person (other than the Company or any Subsidiary)
(it being understood that Debt shall be deemed to be incurred by the Company or
any Subsidiary whenever the Company or such Subsidiary shall create, assume,
guarantee or otherwise become liable in respect thereof).


 


“Disqualified
Stock” means, with respect to any Person, any Capital Stock of such Person
which by the terms of such Capital Stock (or by the terms of any security into
which it is convertible or for which it is exchangeable or exercisable), upon
the happening of any event or otherwise (i) matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise (other than
Capital Stock which is redeemable solely in exchange for common stock or shares),
(ii) is convertible into or exchangeable or exercisable for Debt or
Disqualified Stock, or (iii) is redeemable at the option of the holder thereof,
in whole or in part (other than Capital Stock which is redeemable solely in
exchange for common stock or shares), in each case on or prior to the stated
maturity of the Notes.


 


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“Earnings from
Operations” for any period means net earnings excluding gains and losses on
sales of investments, extraordinary items, gains and losses on early
extinguishment of debt and property valuation losses, as reflected in the
financial statements of the Company and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.


 


“Encumbrance”
means any mortgage, lien, charge, pledge or security interest of any kind.


 


“Make-Whole
Amount” means, in connection with any
optional redemption or accelerated payment of any notes prior to February
15, 2016, the excess, if any, of (i) the
aggregate present value as of the date of such redemption or accelerated
payment of each dollar of principal being redeemed or paid and the amount of
interest (exclusive of interest accrued to the date of redemption or
accelerated payment) that would have been payable in respect of such dollar if
such redemption or accelerated payment had been made on February 15,
2016, determined by discounting, on a
semiannual basis, such principal and interest at the Reinvestment Rate
(determined on the third Business Day preceding the date such notice of
redemption is given or declaration of acceleration is made) from the respective
dates on which such principal and interest would have been payable if such
redemption or accelerated payment had been made on February 15, 2016, over (ii) the aggregate principal amount of the
Notes being redeemed or paid.  In the
case of any redemption or accelerated payment of notes on or after February
15, 2016, the Make-Whole Amount means
zero.  For purposes of this
Supplemental Indenture and the Notes, references in the Indenture to the
payment of the principal (and premium, if any) and interest on the Notes shall
be deemed to include the payment of the Make-Whole Amount, if any, due upon
redemption with respect to the Notes. 
The Make-Whole Amount shall be calculated by the Company and set forth
in an Officer’s Certificate delivered to the Trustee, and the Trustee shall be
entitled to rely on said Officer’s Certificate.


 


“Notes” means
the Company’s 6 1⁄4 % Senior Notes due August 15, 2016, issued under this Supplemental Indenture and the Indenture, as
amended or supplemented from time to time.


 


“Reinvestment
Rate” means a rate per annum equal to the sum of 0.30% (thirty one-hundredths
of one percent) plus the yield on treasury securities at constant maturity
under the heading “Week Ending” published in the Statistical Release under the
caption “Treasury Constant Maturities” for the maturity (rounded to the nearest
month) corresponding to the remaining life to maturity (which, in the case of
maturities corresponding to the principal and interest due on the notes at
their maturity, shall be deemed to be February 15, 2016), as of the payment
date of the principal being redeemed or paid. 
If no maturity exactly corresponds to such maturity, yields for the two
published maturities most closely corresponding to such maturity shall be
calculated pursuant to the immediately preceding sentence and the Reinvestment
Rate shall be interpolated or extrapolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest month.  For purposes of calculating the Reinvestment
Rate, the most recent Statistical Release published prior to the date of
determination of the Make-Whole Amount shall be used.


 


“Secured Debt”
means Debt secured by any mortgage, lien, charge, pledge or security interest
of any kind.


 


“Statistical
Release” means the statistical release designated “H.15(519)” or any successor
publication which is published weekly by the Federal Reserve System and which
establishes yields


 


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on actively traded United
States government securities adjusted to constant maturities or, if such
statistical release is not published at the time of any determination under
this Supplemental Indenture, then any publicly available source of similar
market data which shall be designated by the Company.


 


“Subsidiary”
means any corporation or other entity of which a majority of (i) the voting
power of the voting equity securities or (ii) the outstanding equity interests
of which are owned, directly or indirectly, by the Company or one or more other
Subsidiaries of the Company.  For the
purposes of this definition, “voting equity securities” means equity securities
having voting power for the election of directors, whether at all times or only
so long as no senior class of security has such voting power by reason of any
contingency.


 


“Total Assets”
as of any date means the sum of (i) the Undepreciated Real Estate Assets and
(ii) all other assets of the Company and its Subsidiaries determined in
accordance with GAAP (but excluding accounts receivable and intangibles).


 


“Total
Unencumbered Assets” means the sum of (i) those Undepreciated Real Estate
Assets not subject to an Encumbrance for borrowed money and (ii) all other
assets of the Company and its Subsidiaries not subject to an Encumbrance for
borrowed money determined in accordance with GAAP (but excluding accounts
receivable and intangibles).


 


“Undepreciated
Real Estate Assets” as of any date means the cost (original cost plus capital
improvements) of real estate assets of the Company and its Subsidiaries on such
date, before depreciation and amortization, determined on a consolidated basis
in accordance with GAAP.


 


“Unsecured
Debt” means Debt which is not secured by any of the properties of the Company
or any Subsidiary.


 


ARTICLE 2



TERMS OF THE NOTES


 


Section 2.1             Pursuant to Section 301 of the
Indenture, the Notes shall have the following terms and conditions:


 


(a)           Title; Aggregate Principal Amount;
Form of Notes.  The Notes shall be
Registered Securities under the Indenture and shall be known as the Company’s
“6 1⁄4% Senior Notes due August 15, 2016.” 
The Notes will be limited to an aggregate principal amount of
$400,000,000, subject to the right of the Company to reopen such series for
issuances of additional securities of such series and except as provided in
this Section or in Section 306 of the Indenture.  The Notes (together with the Trustee’s certificate of authentication)
shall be substantially in the form of Exhibit A hereto, which is hereby
incorporated in and made a part of this Supplemental Indenture.


 


The Notes will
be issued in the form of one or more registered global securities without
coupons (“Global Notes”) that will be deposited with, or on behalf of, The
Depository Trust Company (“DTC”), and registered in the name of DTC’s nominee,
Cede & Co.  Except under the
circumstance described below, the Notes will not be issuable in definitive
form.  Unless and until it is exchanged
in whole or in part for the individual notes represented thereby, a Global Note
may


 


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not be transferred except as a
whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another
nominee of DTC or by DTC or any nominee of DTC to a successor depositary or any
nominee of such successor.


 


So long as DTC
or its nominee is the registered owner of a Global Note, DTC or such nominee,
as the case may be, will be considered the sole owner or holder of the Notes
represented by such Global Note for all purposes under this Supplemental
Indenture.  Except as described below,
owners of beneficial interest in Notes evidenced by a Global Note will not be
entitled to have any of the individual Notes represented by such Global Note
registered in their names, will not receive or be entitled to receive physical
delivery of any such Notes in definitive form and will not be considered the
owners or holders thereof under the Indenture or this Supplemental Indenture.


 


If DTC is at
any time unwilling, unable or ineligible to continue as depositary and a
successor depositary is not appointed by the Company within 90 days, the
Company will issue individual Notes in exchange for the Global Note or Global
Notes representing such Notes.  In addition,
the Company may at any time and in its sole discretion, subject to certain
limitations set forth in the Indenture, determine not to have any of such Notes
represented by one or more Global Notes and, in such event, will issue
individual Notes in exchange for the Global Note or Global Notes representing
the Notes.  Individual Notes so issued
will be issued in denominations of $1,000 and integral multiples thereof.


 


(b)           Interest and Interest Rate.  The Notes will bear interest at a rate of 6
1⁄4% per annum, from August 5, 2004  (or,
in the case of Notes issued upon any reopening of this series of Notes, from
the date designated by the Company in connection with such reopening) or from
the immediately preceding Interest Payment Date to which interest has been paid
or duly provided for, payable semiannually on each February 15 and August 15,
commencing February 15, 2005  (each
of which shall be an “Interest Payment Date”), to the Persons in whose names
the Notes are registered in the Security Register at the close of business on
the day falling 14 calendar days (whether or not a Business Day) next preceding
such Interest Payment Date (each, a “Regular Record Date”).


 


(c)           Principal Repayment; Currency.  The stated maturity of the Notes is August
15, 2016; provided, however, the Notes may be earlier redeemed at the option of
the Company as provided in paragraph (d) below.  The principal of each Note payable on its maturity date shall be
paid against presentation and surrender thereof at the Corporate Trust Office
of the Trustee in such coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public or private
debts.  The Company will not pay
Additional Amounts (as defined in the Indenture) on the Notes.


 


(d)           Redemption
at the Option of the Company; Acceleration.  The Notes will be subject to redemption at any time at the option
of the Company, in whole or in part, upon not less than 30 nor more than 60
days’ notice to each Holder of Notes to be redeemed at its address appearing in
the Security Register, at a price equal to the sum of (i) the outstanding
principal amount of the Notes being redeemed, plus accrued and unpaid interest
to but excluding the applicable Redemption Date, plus (ii) the Make-Whole
Amount, if any.  If the notes are
redeemed on or after February 15, 2016, the redemption price will not include
the Make-Whole Amount.  Upon the


 


5

















 


acceleration
of the Notes in accordance with Section 502 of the Indenture, the Company shall
pay the amount specified in Section 4.2 of this Supplemental Indenture.


 


(e)           Notices.  All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication.  Notices to the Company shall be directed to
it at 400 Centre Street, Newton, Massachusetts 02458, Attention: President;
notices to the Trustee shall be directed to it at One Federal Street, 3rd
Floor, Boston, Massachusetts 02110, Attention: Corporate Trust Department, Re:
HRPT Properties Trust 6 1⁄4% Senior Notes due August 15, 2016; or as to either
party, at such other address as shall be designated by such party in a written
notice to the other party.


 


(f)            Global Note Legend.  Each Global Note shall bear the following
legend on the face thereof:


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


(g)           Applicability of Discharge,
Defeasance and Covenant Defeasance Provisions.  The Discharge, Defeasance and Covenant Defeasance provisions in
Article Fourteen of the Indenture will apply to the Notes.


 


ARTICLE 3



ADDITIONAL COVENANTS


 


Section 3.1             In addition to the covenants of the
Company set forth in Article Ten of the Indenture, for the benefit of the
holders of the Notes:


 


(a)           Limitations on Incurrence of Debt.


 


(i)            The Company will not, and will not
permit any Subsidiary to, incur any Debt if, immediately after giving effect to
the incurrence of such additional Debt and the application of the proceeds
thereof, the aggregate principal amount of all outstanding Debt of the Company
and its Subsidiaries on a consolidated basis determined in accordance with GAAP
is greater than 60% of the sum (“Adjusted Total Assets”) of (without
duplication) (A) the Total Assets of the Company and its Subsidiaries as of the
end of the calendar quarter covered in the Company’s Annual Report on Form
10-K, or the Quarterly Report on


 


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Form 10-Q, as the
case may be, most recently filed with the Securities and Exchange Commission
(or, if such filing is not permitted under the Securities Exchange Act of 1934,
as amended, with the Trustee) prior to the incurrence of such additional Debt
and (B) the purchase price of any real estate assets or mortgages receivable
acquired, and the amount of any securities offering proceeds received (to the
extent that such proceeds were not used to acquire real estate assets or
mortgages receivable or used to reduce Debt), by the Company or any Subsidiary
since the end of such calendar quarter, including those proceeds obtained in
connection with the incurrence of such additional Debt.


 


(ii)           In addition to the foregoing
limitations on the incurrence of Debt, the Company will not, and will not
permit any Subsidiary to, incur any Secured Debt if, immediately after giving
effect to the incurrence of such additional Secured Debt and the application of
the proceeds thereof, the aggregate principal amount of all outstanding Secured
Debt of the Company and its Subsidiaries on a consolidated basis is greater
than 40% of Adjusted Total Assets.


 


(iii)          In addition to the foregoing
limitations on the incurrence of Debt, the Company will not, and will not
permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income
Available for Debt Service to the Annual Debt Service for the four consecutive
fiscal quarters most recently ended prior to the date on which such additional
Debt is to be incurred shall have been less than 1.5 to 1.0, on a pro forma
basis after giving effect thereto and to the application of the proceeds
therefrom, and calculated on the assumption that (A) such Debt and any
other Debt incurred by the Company and its Subsidiaries since the first day of
such four-quarter period and the application of the proceeds therefrom,
including to refinance other Debt, had occurred at the beginning of such
period; (B) the repayment or retirement of any other Debt by the Company
and its Subsidiaries since the first date of such four-quarter period had been
repaid or retired at the beginning of such period (except that, in making such
computation, the amount of Debt under any revolving credit facility shall be
computed based upon the average daily balance of such Debt during such period);
(C) in the case of Acquired Debt or Debt incurred in connection with any
acquisition since the first day of such four-quarter period, the related
acquisition had occurred as of the first day of such period with appropriate
adjustments with respect to such acquisition being included in such pro forma
calculation; and (D) in the case of any acquisition or disposition by the
Company or its Subsidiaries of any asset or group of assets since the first day
of such four-quarter period, whether by merger, stock purchase or sale, or
asset purchase or sale, such acquisition or disposition or any related
repayment of Debt had occurred as of the first day of such period with the
appropriate adjustments with respect to such acquisition or disposition being
included in such pro forma calculation. 
If the Debt giving rise to the need to make the foregoing calculation or
any other Debt incurred after the first day of the relevant four-quarter period
bears interest at a floating rate then, for purposes of calculating the Annual
Debt Service, the interest rate on such Debt shall be computed on a pro forma
basis as if the average interest rate which would have been in effect during
the entire such four-quarter period had been the applicable rate for the entire
such period.


 


(b)           Maintenance of Total Unencumbered
Assets.  The Company and its
Subsidiaries will maintain at all times Total Unencumbered Assets of not less
than 200% of the aggregate


 


7

















 


outstanding
principal amount of the Unsecured Debt of the Company and its Subsidiaries on a
consolidated basis.


 


ARTICLE 4



ADDITIONAL EVENTS OF DEFAULT


 


Section
4.1             For
purposes of this Supplemental Indenture and the Notes, in addition to the Events
of Default set forth in Section 501 of the Indenture, it shall also constitute
an “Event of Default” if a default under any bond, debenture, note or other
evidence of indebtedness of the Company (including a default with respect to
any other series of securities), or under any mortgage, indenture or other
instrument of the Company under which there may be issued or by which there may
be secured or evidenced any indebtedness for money borrowed by the Company (or
by any Subsidiary, the repayment of which the Company has guaranteed or for
which the Company is directly responsible or liable as obligor or guarantor)
having an aggregate principal amount outstanding of at least $20,000,000,
whether such indebtedness now exists or shall hereafter be incurred or created,
which default shall have resulted in such indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise have
become due and payable, without such indebtedness having been discharged, or
such acceleration having been rescinded or annulled, within a period of ten
days after there shall have been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the outstanding Notes, a written notice
specifying such default and requiring the Company to cause such indebtedness to
be discharged or cause such acceleration to be rescinded or annulled and
stating that such notice is a “Notice of Default” hereunder.


 


Section 4.2             Notwithstanding any provisions to
the contrary in the Indenture, upon any acceleration of the Notes under Section
502 of the Indenture, the amount immediately due and payable in respect of the
Notes shall equal the Outstanding principal amount thereof, plus accrued and
unpaid interest thereon, plus, if such acceleration occurs prior to February
15, 2016, the Make-Whole Amount.


 


ARTICLE 5



EFFECTIVENESS


 


This
Supplemental Indenture shall be effective for all purposes as of the date and
time this Supplemental Indenture has been executed and delivered by the Company
and the Trustee in accordance with Article Nine of the Indenture.  As supplemented hereby, the Indenture is
hereby confirmed as being in full force and effect.


 


ARTICLE 6



MISCELLANEOUS


 


Section 6.1             In the event any provision of this Supplemental
Indenture shall be held invalid or unenforceable by any court of competent
jurisdiction, such holding shall not invalidate or render unenforceable any
other provision hereof or any provision of the Indenture.


 


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Section 6.2             To the extent that any terms of
this Supplemental Indenture or the Notes are inconsistent with the terms of the
Indenture, the terms of this Supplemental Indenture or the Notes shall govern
and supersede such inconsistent terms.


 


Section 6.3             This Supplemental Indenture shall
be governed by and construed in accordance with the laws of The Commonwealth of
Massachusetts.


 


Section 6.4             This Supplemental Indenture may be
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.


 


 


[Remainder of page intentionally left blank.]


 


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IN WITNESS
WHEREOF, the Company and the Trustee have caused this Supplemental Indenture to
be executed as an instrument under seal in their respective corporate names as
of the date first above written.


 


	
   

  	
  HRPT PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C. Popeo

  	
   

  
	
   

  	
   

  	
  Name:  John C. Popeo

  
	
   

  	
   

  	
  Title:  Treasurer and Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Earl W. Dennison, Jr.

  	
   

  
	
   

  	
   

  	
  Name: Earl W. Dennison, Jr.

  
	
   

  	
   

  	
  Title: Vice President

  



 


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EXHIBIT A


 


FORM OF NOTE


 


[Face of Note]


 


6 1⁄4%  Senior Note due  August 15, 2016


 


	
  No. R-____

  	
   

  	
  $_______________

  



 


HRPT PROPERTIES TRUST


 


promises to pay to _____________________ or registered assigns, the
principal sum of ________________________ ($__________) on August 15, 2016, subject
to the terms set forth on the reverse of this Note and the terms of the
Indenture referred to therein.


 


Interest Payment Dates:  each
February 15 and August 15, commencing February 15, 2005.


 


Record Dates:  the day falling
14 calendar days prior to any Interest Payment Date.


 


CUSIP No.: ___________________


 


	
   

  	
  HRPT PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
  [SEAL]

  	
   

  	
   

  
						



 


CERTIFICATE OF AUTHENTICATION


 


Dated: 


 


This is one of the Notes referred to in the within-mentioned Indenture:


 


	
  U.S. BANK NATIONAL ASSOCIATION, as Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  	
   

  



 

















 


[THE FOLLOWING CONSTITUTES
THE REVERSE OF THE SECURITY]


 


HRPT PROPERTIES TRUST


 


6 1⁄4% Senior
Note due  August 15, 2016


 


Capitalized
terms used herein have the meanings assigned to them in the Indenture (as
defined below) unless otherwise indicated.


 


1.             Interest. 
HRPT Properties Trust, a Maryland real estate investment trust (the
“Company”), promises to pay interest on the principal amount of this Note at
the rate and in the manner specified below.


 


The Company
shall pay in cash interest on the principal amount of this Note at the rate per
annum of 6 1⁄4%. The Company will pay interest semiannually in arrears on each
February 15 and August 15, commencing February 15, 2005, or, if any such day is
not a Business Day (as defined in the Indenture), on the next succeeding
Business Day (each an “Interest Payment Date”), to Holders of record on the day
falling 14 calendar days immediately preceding such Interest Payment Date
(whether or not a Business Day).


 


Interest will
be computed on the basis of a 360-day year consisting of twelve 30-day months.
Interest shall accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from August 5, 2004.


 


2.             Method of Payment.  The Company will pay interest on the Notes (except defaulted
interest) to the Persons who are registered Holders of Notes at the close of
business on the record date next preceding the Interest Payment Date, even if
such Notes are canceled after such record date and on or before such Interest
Payment Date. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. The Company, however, may pay principal, premium, if any,
and interest by check payable in such money. It may mail an interest check to a
Holder’s registered address.


 


3.             Indenture. 
The Company issued the Notes under an Indenture, dated as of July 9,
1997, and a Supplemental Indenture No. 14 thereto, dated as of August 5, 2004
(collectively, the “Indenture”), between the Company and the Trustee.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 as in effect on the date of the Indenture.  The Notes are subject to all such terms, and
Holders of the Notes are referred to the Indenture and such Act for a statement
of such terms.  The terms of the
Indenture shall govern any inconsistencies between the Indenture and the
Notes.  The Notes are unsecured general
obligations of the Company limited to $400,000,000 in aggregate principal
amount, except as otherwise provided in the Indenture.


 


4.             Optional Redemption.  The Notes will be subject to redemption at any time at the option
of the Company, in whole or in part, upon not less than 30 nor more than 60
days’ notice, at a redemption price equal to the sum of (i) the principal
amount of the Notes being redeemed, plus accrued and unpaid interest to but
excluding the applicable Redemption Date and (ii) the Make-Whole Amount, if any. 
If the Notes are redeemed on or after February 15, 2016,  the
redemption price will not include the Make-Whole Amount.


 


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As used herein
the term “Make-Whole Amount” means, in connection with any optional redemption
or accelerated payment of any notes prior to February 15, 2016, the excess, if
any, of (i) the aggregate present value as
of the date of such redemption or accelerated payment of each dollar of
principal being redeemed or paid and the amount of interest (exclusive of
interest accrued to the date of redemption or accelerated payment) that would
have been payable in respect of such dollar if such redemption or accelerated
payment had been made on February 15, 2016, determined by discounting, on a semiannual basis, such principal and
interest at the Reinvestment Rate (determined on the third Business Day
preceding the date such notice of redemption is given or declaration of
acceleration is made) from the respective dates on which such principal and
interest would have been payable if such redemption or accelerated payment had
been made on February 15, 2016, over
(ii) the aggregate principal amount of the Notes being redeemed or paid.  In the case of any redemption or accelerated
payment of notes on or after February 15, 2016, the Make-Whole Amount means zero.  For purposes of the Indenture
and the Notes, references in the Indenture to the payment of the principal (and
premium, if any) and interest on the Notes shall be deemed to include the
payment of the Make-Whole Amount, if any, due upon redemption with respect to
the Notes.  The Make-Whole Amount shall
be calculated by the Company and set forth in an Officer’s Certificate
delivered to the Trustee, and the Trustee shall be entitled to rely on said
Officer’s Certificate.


 


As used herein
the term “Reinvestment Rate” means a rate per annum equal to the sum of 0.30%
(thirty one-hundredths of one percent) plus the yield on treasury securities at
constant maturity under the heading “Week Ending” published in the Statistical
Release (as defined herein) under the caption “Treasury Constant Maturities”
for the maturity (rounded to the nearest month) corresponding to the remaining
life to maturity (which, in the case of maturities corresponding to the
principal and interest due on the notes at their maturity, shall be deemed to
be February 15, 2016), as of the payment date of the principal being redeemed
or paid.  If no maturity exactly
corresponds to such maturity, yields for the two published maturities most
closely corresponding to such maturity shall be calculated pursuant to the
immediately preceding sentence and the Reinvestment Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding in each of
such relevant periods to the nearest month. 
For purposes of calculating the Reinvestment Rate, the most recent
Statistical Release published prior to the date of determination of the Make-Whole
Amount shall be used.


 


As used herein
the term “Statistical Release” means the statistical release designated
“H.15(519)” or any successor publication which is published weekly by the
Federal Reserve System and which establishes yields on actively traded United
States government securities adjusted to constant maturities or, if such
statistical release is not published at the time of any determination under the
Supplemental Indenture, then any publicly available source of similar market
data which shall be designated by the Company.


 


5.             Mandatory Redemption.  The Company shall not be required to make sinking fund or
redemption payments with respect to the Notes.


 


6.             Notice of Redemption.  Notice of redemption shall be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder of Notes to be
redeemed at its registered address. 
Notes may be redeemed in part but only in whole multiples of $1,000,
unless all of the Notes held by a Holder are to be redeemed.  On and after the redemption date, interest


 


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ceases
to accrue on Notes or portions of them called for redemption.


 


7.             Denominations, Transfer, Exchange.  The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000 in excess
thereof.  The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture.  The Security Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted
by the Indenture.  The Security
Registrar need not exchange or register the transfer of any Note or portion of a
Note selected for redemption.  Also, it
need not exchange or register the transfer of any Notes for a period of 15 days
before the mailing of a notice of redemption of Notes, or during the period
between a record date and the corresponding Interest Payment Date.


 


8.             Defaults and Remedies.  In case an Event of Default (as defined in the Indenture) with
respect to the Notes shall have occurred and be continuing, the principal
hereof may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the provisions provided
in the Indenture.


 


9.             Actions of Holders.  The Indenture contains provisions permitting the holders of not
less than a majority of the aggregate principal amount of the outstanding
Notes, subject to certain exceptions as provided in the Indenture, on behalf of
the holders of all such Notes at a meeting duly called and held as provided in
the Indenture, to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided in the Indenture to
be made, given or taken by the holders of the Notes, including without
limitation, waiving (a) compliance by the Company with certain provisions
of the Indenture, and (b) certain past defaults under the Indenture and
their consequences.  Any resolution
passed or decision taken at any meeting of the holders of the Notes in
accordance with the provisions of the Indenture shall be conclusive and binding
upon such holders and upon all future holders of this Note and other Notes
issued upon the registration of transfer hereof or in exchange heretofore or in
lieu hereof.


 


10.           Persons Deemed Owners.  The Company, the Trustee, and any agent of
the Company or the Trustee may deem and treat the Person in whose name this
Note is registered on the Security Register as its absolute owner for all
purposes.


 


11.           Authentication.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


 


12.           Governing Law.  THE INTERNAL LAW OF THE COMMONWEALTH OF
MASSACHUSETTS SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THE NOTES.


 


13.           No Personal Liability.  THE THIRD AMENDMENT AND RESTATEMENT OF
DECLARATION OF TRUST OF THE COMPANY, AS AMENDED AND SUPPLEMENTED, DATED JULY 1,
1994, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS THERETO
(THE “DECLARATION”), IS DULY FILED IN THE OFFICE OF THE DEPARTMENT OF
ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME “HRPT
PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS
TRUSTEES, BUT NOT


 


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INDIVIDUALLY
OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF
THE COMPANY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR
ANY OBLIGATION OF, OR CLAIM AGAINST, THE COMPANY. ALL PERSONS DEALING WITH THE
COMPANY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE COMPANY FOR THE
PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.


 


The Company
will furnish to any Holder upon written request and without charge a copy of
the Indenture.  Request may be made to:


 


HRPT Properties Trust


400 Centre Street


Newton, MA 02458


Telecopier No.:  (617) 332-2261


Attention: President


 


or such other address as the Company may specify pursuant to the
Indenture.


 


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ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


[I] [We] assign and transfer
this Note to
___________________________________________________________________________
_____________________________________________________________ [Print or
type assignee’s name, address and zip code]
_____________________________________________________________ [Insert
assignee’s soc. sec. or tax I.D. no.] and irrevocably appoint
_____________________________________________________________________________
to transfer this Note on the books of the Company.  The agent may substitute another to act for him.


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

  	
  [Sign
  exactly as your name appears on the face of this Note]

  
	
   

  
	
  Signature Guarantee:

  
	
   

  
	
   

  	
   

  
	
  [The
  signature must be guaranteed by

  
	
  an officer of a
  participant in a recognized

  
	
  signature
  guarantee program.  Notarized

  
	
  or witnessed
  signatures are not acceptable.]

  
							



 


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